5.  On 11 July 2005 company P. instituted proceedings against Mr Karel Blažek claiming to be the true owner of shares held by him constituting a ninety percent share of the applicant company. Mr Karel Blažek is the chair of the board of directors of the applicant company and signed the powers of attorney accompanying the present applications. These proceedings (“share surrender proceedings”) are pending.
6.  During these proceedings company P. asked the courts to order interim measures to prohibit the applicant company from holding scheduled general meetings. It argued that a general meeting would have irreversible negative effects on its rights, such as the payout of the company’s dividends amounting to approximately 40,000,000 Czech korunas (CZK) (approximately 1,667,000 euros (EUR)), and control being gained over the company through personnel changes in the board of directors. Such effects should be seen in the context of the existing situation where the ownership or holding of shares and the attached entitlement to exercise voting rights was controversial, or, rather, where a person other than the owner had the majority of shares at his unauthorised disposal.
7.  The applicant company runs a bakery business in several cities in south-west Bohemia. Between 2006 and 2009 it generated annual profits of between CZK 19,000,000 and 34,000,000 (EUR 790,000 and 1,420,000).
8.  On 1 November 2005 the Prague Municipal Court (městský soud) granted an interim measure and, without any reasoning, prohibited the applicant company from convening its general meeting scheduled for 9 November 2005. On 20 December 2006 and 21 February 2007 respectively, it ordered the same interim measures regarding general meetings scheduled for 15 January 2007 and 5 March 2007, respectively. Only the last decision was reasoned: the court stated that the aim of the interim measure was to preclude the adoption of fundamental decisions concerning the applicant company without the claimant, who claimed to be a majority shareholder, being able to influence those decisions.
9.  The applicant company appealed against the original interim measure arguing that it was not a party to the main proceedings but that the court had nevertheless imposed obligations on it which had a negative effect on its business, that it had learnt about the interim measure only after it had been ordered, and that the decision had lacked any reasoning.
10.  On 10 May 2006 the Prague High Court (vrchní soud) upheld the interim measure. It held that according to the law, decisions on interim measures did not need to be reasoned if the defendant had not raised any arguments against it, as in the present case. It further held that all the legal conditions for ordering the measure had been satisfied. Lastly, it opined that the law allowed for an interim measure to impose obligations on third parties under exceptional circumstances. This condition, the court held, had been satisfied in the present case, because the defendant controlled the applicant company and the general meeting could have had serious negative and irreversible effects on the claimant’s rights.
11.  On 19 September 2006 the Constitutional Court (Ústavní soud) dismissed the applicant company’s constitutional appeal holding that constitutional appeals against interim measures were not allowed.
12.  On 16 June 2006 the Municipal Court, upon company P.’s request, granted another interim measure prohibiting the applicant company from convening another general meeting scheduled for 30 June 2006. It held that all the legal requirements for ordering the interim measure had been satisfied, including the existence of a danger of serious harm to the claimant’s interests.
13.  On 27 July 2006 the High Court, upon the applicant company’s appeal in which it argued that the interim measure would be detrimental to its business and that the legal conditions for ordering it had not been met, upheld the decision of the Municipal Court noting that the applicant company was not being hindered in the ordinary day-to-day running of its business and that had the proposed agenda of the general meeting contained only issues not able to negatively affect company P.’s rights, such as only approving statements reports, there would have been no need to order the interim measure.
14.  On 27 March 2007 the Constitutional Court dismissed the applicant company’s constitutional appeal holding that that remedy was not allowed against interim measures.
15.  On 19 January 2009 the Municipal Court granted a new interim measure and prohibited, without any reasoning, the applicant company from convening the general meeting scheduled for 30 January 2009.
16.  On an unspecified date before 30 January 2009, the applicant company appealed, arguing that it was not a party to the main proceedings but the court had nevertheless imposed obligations on it which had a negative effect on its business, that the decision on the interim measure had not been reasoned and that the legal conditions for ordering the interim measure had not been met.
17.  On 5 February 2009 the High Court dismissed the applicant company’s appeal as inadmissible under Article 218 of the Code of Civil Procedure holding that since the interim measure had already lost effect (because it prohibited a meeting scheduled for 30 January 2009), any review of the measure would be immaterial. The court added that even assuming that the appeal had been admissible it would have upheld the decision of the Municipal Court.
18.  The applicant company lodged a constitutional appeal, which remains undecided.
19.  On 10 March 2009 the Municipal Court granted another interim measure prohibiting the applicant company from convening two general meetings scheduled for 13 and 16 March 2009. The decision was not reasoned. On 5 May 2009 it further prohibited the company from convening general meetings scheduled for 11 and 18 May 2009. This decision was not reasoned either.
20.  On 16 July 2009 the High Court dismissed the applicant company’s appeals as inadmissible under Article 218 of the Code of Civil Procedure. It held that since the interim measures had already lost effect as they prohibited meetings in the past, their review would be immaterial.
21.  The applicant company’s constitutional appeal is pending before the Constitutional Court.
22.  It seems that the applicant company held several general meetings despite the interim measures prohibiting them. Subsequently, company P. instituted proceedings seeking the nullity of all decisions adopted at these meetings.
23.  In one of these proceedings, on 20 December 2006, the Plzeň Regional Court (krajský soud) held that all decisions adopted at the general meeting of 9 November 2005 were null and void. The decision was upheld on appeal.
24.  However, on 24 August 2010 the Supreme Court quashed these decisions holding that the meeting of shareholders on 9 November 2005 could not be considered as a general meeting, the holding of which had been prohibited by the court order. Consequently, it was not possible to pronounce its decisions null and void because anything adopted at that meeting could not have been legally considered as a decision of a general meeting. It also agreed with the High Court that it could not review the interim measures in these proceedings.